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Articles by Daniel Ji
SEC Proposes to Modernize Custody Rules, Including as to Crypto Assets
[1] See the Proposal, footnote 7, for a brief history of the IAA Custody Rule, including information on the next most recently proposed amendment, which was withdrawn on June 12, 2025.
SEC Proposes to Modernize Custody Rules, Including as to Crypto Assets
[1] See the Proposal, footnote 7, for a brief history of the IAA Custody Rule, including information on the next most recently proposed amendment, which was withdrawn on June 12, 2025.
SEC Proposes To Rescind The Pay-to-Play Rule And Delays Compliance Date For 2024 Form PF Amendments To July 1, 2027
GP Goodwin Procter LLP More At Goodwin, we partner with our clients to practice law with integrity, ingenuity, agility, and ambition. Our 1,600 lawyers across the United States, Europe, and Asia excel at complex transactions, high-stakes litigation and world-class advisory services in the technology, life sciences, real estate, private equity, and financial industries.
SEC Proposes to Rescind the Pay-to-Play Rule and Delays Compliance Date for 2024 Form PF Amendments to July 1, 2027
Proposed Recission of the Pay-to-Play Rule On September 3, 2026, the Securities and Exchange Commission (SEC) issued a proposal (the “Proposal”) to rescind: the Political Contribution Rule (Rule 206(4)-5 under the Investment Advisers Act of 1940 (the “Advisers Act”)) commonly known as the Pay-to-Play Rule (the “Rule”), and related recordkeeping requirements (Advisers Act Rule 204-2(a)(18)) (SEC.gov | SEC Proposes Rescission of Political Contribution Rule for Investment Advisers (the...
SEC Raises Advisers Act “Qualified Client” Dollar-Based Thresholds
Effective June 29, 2026, the SEC is increasing the dollar-based thresholds that define a “qualified client” in Rule 205-3(d) (Rule) under the Investment Advisers Act of 1940 (Advisers Act).1 The SEC is required to adjust these thresholds for inflation approximately every five years. The thresholds are adjusted using the Personal Consumption Expenditures Chain-Type Price Index (PCE Index), published by the U.S. Department of Commerce, rounded to the nearest $100,000.
SEC Raises Advisers Act “Qualified Client” Dollar-Based Thresholds
Brynn Peltz’s articles from Goodwin Procter LLP are most popular: within Finance and Banking topic(s) in United States with readers working within the Accounting & Consultancy and Banking & Credit industries Effective June 29, 2026, the SEC is increasing the dollar-based thresholds that define a “qualified client” in Rule 205-3(d) (Rule) under the Investment Advisers Act of 1940 (Advisers Act).1 The SEC is required to adjust these thresholds for inflation approximately every five years.
2026 SEC Exam Priorities For Registered Investment Advisers And Registered Investment Companies
GP Goodwin Procter LLP More At Goodwin, we partner with our clients to practice law with integrity, ingenuity, agility, and ambition. Our 1,600 lawyers across the United States, Europe, and Asia excel at complex transactions, high-stakes litigation and world-class advisory services in the technology, life sciences, real estate, private equity, and financial industries.
2026 SEC Exam Priorities for Registered Investment Advisers and Registered Investment Companies | JD Supra
[1] “Fiscal Year 2026 Examination Priorities,” SEC Division of Examinations, November 17, 2025. ↩ [2] “Regulation S-P: Privacy of Consumer Financial Information and Safeguarding Customer Information,” SEC, Advisers Act Rel. No. 6604 (May 16, 2024). ↩ [3] The House passed its version of a crypto/digital asset market structure bill, called the Digital Asset Market Clarity Act of 2025 (CLARITY Act), in July 2025.
FinCEN to Postpone Effective Date and Reopen Anti-Money Laundering Rule for Investment Advisers | JD Supra
On July 21, 2025, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) announced its intent to postpone the effective date of the Anti-Money Laundering/Countering the Financing of Terrorism Program and Suspicious Activity Report Filing Requirements for Registered Investment Advisers and Exempt Reporting Advisers Rule (the IA AML Rule), which will impose new requirements on registered investment advisers and exempt reporting advisers.
Addressing health information needs and research priorities of transgender, two-spirit, and nonbinary youth
Abstract The purpose of this research was to engage with transgender, Two-Spirit, and nonbinary youth in Canada to address gender health-related knowledge gaps through development of health information resources and an agenda for future research. Participatory action research methodology focused on empowering youth as research collaborators and creating positive social change through development of openly accessible resources.
SEC Backtracks On Net Performance Requirements In New Marketing Rule FAQs
On March 19th, the staff of the Securities and Exchange Commission (the “SEC”) issued two new FAQs under the Marketing Rule (Rule 206(4)-1 under the Investment Advisers Act of 1940) that will allow investment advisers to (i) provide gross performance for individual investments or a group of investments in a private fund or other portfolio (an “extract”) without also presenting individual net performance and (ii) disclose certain portfolio or investment characteristics (e.g., yield) as a...
New SEC No-Action Letter Eases Burden On General Solicitations
On March 12, 2025, the staff of the Division of Corporation Finance at the Securities and Exchange Commission (SEC) issued a no-action letter (NAL) recognizing the reasonableness of one method by which issuers relying on Rule 506(c) offerings under Regulation D can satisfy the rule's accredited investor verification requirements.
SEC Backtracks on Net Performance Requirements in New Marketing Rule FAQs | JD Supra
On March 19th, the staff of the Securities and Exchange Commission (the “SEC”) issued two new FAQs under the Marketing Rule (Rule 206(4)-1 under the Investment Advisers Act of 1940) that will allow investment advisers to (i) provide gross performance for individual investments or a group of investments in a private fund or other portfolio (an “extract”) without also presenting individual net performance and (ii) disclose certain portfolio or investment characteristics (e.g., yield) as a...
New SEC No-Action Letter Eases Burden on General Solicitations | JD Supra
New SEC No-Action Letter Eases Burden on General Solicitations On March 12, 2025, the staff of the Division of Corporation Finance at the Securities and Exchange Commission (SEC) issued a no-action letter (NAL) recognizing the reasonableness of one method by which issuers relying on Rule 506(c) offerings under Regulation D can satisfy the rule’s accredited investor verification requirements.
2025 SEC Exam Priorities for Investment Advisers and Registered Investment Companies | JD Supra
On October 21, the Securities and Exchange Commission’s (SEC’s) Division of Examinations (Division) released its examination priorities for 2025, outlining the key topics the Division plans to focus on in the upcoming fiscal year. For investment advisers, this year’s priorities will continue to emphasize policies regarding fiduciary duty and standards of conduct while also increasing attention on emerging technologies, particularly artificial intelligence (AI).
SEC Sends Additional Message To Registered Investment Advisers On Marketing Rule Obligations Through Enforcement Actions
GP Goodwin Procter LLP More At Goodwin, we partner with our clients to practice law with integrity, ingenuity, agility, and ambition. Our 1,600 lawyers across the United States, Europe, and Asia excel at complex transactions, high-stakes litigation and world-class advisory services in the technology, life sciences, real estate, private equity, and financial industries.
SEC Sends Additional Message to Registered Investment Advisers on Marketing Rule Obligations Through Enforcement Actions | JD Supra
Summary On September 9, 2024, approximately one year since its first flurry of similar Marketing Rule actions,1 the Securities and Exchange Commission (the SEC) announced settlements with nine SEC-registered investment advisers (the Advisers) with respect to alleged violations of Rule 206(4)-1 (the Marketing Rule) under the Investment Advisers Act of 1940 (the Advisers Act).2 The Advisers ranged in size from $191 million to $5.2 billion in regulatory assets under management and paid civil...
Minnesota Governor Tim Walz’s National Candidacy Raises Significant Pay-to-Play Rule Considerations for Certain Investment Advisers | JD Supra
On August 6, 2024, the Democratic nominee for President, Kamala Harris, chose Tim Walz, Governor of Minnesota, as her running mate. This selection presents important considerations vis à vis the “Pay-to-Play Rule” (Rule 205(4)-5 under the Investment Advisers Act of 1940) for registered investment advisers and exempt reporting advisers that advise (or seek to advise) certain Minnesota “government entities” or who have (or are soliciting) investments by such entities in their investment funds.
Government, Public Sector
On August 6, 2024, the Democratic nominee for President, Kamala Harris, chose Tim Walz, Governor of Minnesota, as her running mate. This selection presents important considerations vis à vis the "Pay-to-Play Rule" (Rule 205(4)-5 under the Investment Advisers Act of 1940) for registered investment advisers and exempt reporting advisers that advise (or seek to advise) certain Minnesota "government entities" or who have (or are soliciting) investments by such entities in their investment funds.
The SEC Amends The Internet Adviser Exemption - IT and Internet - United States
On March 27, 2024, the US Securities and Exchange Commission (SEC) adopted amendments to Rule 203A-2(e) of the Investment Advisers Act of 1940 (the Advisers Act) (the Internet Adviser Exemption).1 The amended Internet Adviser Exemption will (i) require all investment advice to be provided through the internet (eliminating the de minimis exception for providing advice to a limited number of clients by other means) and (ii) replace the term "interactive website" with a new defined term,...
The SEC Amends the Internet Adviser Exemption | JD Supra
On March 27, 2024, the US Securities and Exchange Commission (SEC) adopted amendments to Rule 203A-2(e) of the Investment Advisers Act of 1940 (the Advisers Act) (the Internet Adviser Exemption).1 The amended Internet Adviser Exemption will (i) require all investment advice to be provided through the internet (eliminating the de minimis exception for providing advice to a limited number of clients by other means) and (ii) replace the term “interactive website” with a new defined term,...
AUTO-TUNE: SELECTING THE DISTANCE THRESHOLD FOR INFERRING HIV TRANSMISSION CLUSTERS
Abstract Molecular surveillance of viral pathogens and inference of transmission networks from genomic data play an increasingly important role in public health efforts, especially for HIV-1. For many methods, the genetic distance threshold used to connect sequences in the transmission network is a key parameter informing the properties of inferred networks. Using a distance threshold that is too high can result in a network with many spurious links, making it difficult to interpret.
Exploring the Intersection of Psychoactive Drugs, Art, and the Mind
Take a look at the three photos above. The first is of different webs spun by the ordinary house spider when on different substances. In the next picture, we see a cat morph from a typical house cat into a distorted photo of patterns and shape, completely indiscernible. The final photo is a vibrant, crazed self-portrait, where the artist was on LSD as he created the art. Recently, I came across these three works, revealing the effects of drugs and human perception.
SEC Issues Updated Marketing Rule FAQ On IRRs For Funds With Subscription Facilities
On February 6, 2024, the staff of the Securities and Exchange Commission (SEC) issued an updated FAQ with respect to the Marketing Rule (Rule 206(4)-1) under the Investment Advisers Act of 1940 (the Advisers Act). This FAQ takes two positions: A private fund sponsor cannot present gross internal rate of return (gross IRR) without the impact of fund borrowing (including subscription facilities) alongside only the net internal rate of return (net IRR) with the impact of such borrowing.
SEC Issues Updated Marketing Rule FAQ on IRRs for Funds With Subscription Facilities | JD Supra
On February 6, 2024, the staff of the Securities and Exchange Commission (SEC) issued an updated FAQ with respect to the Marketing Rule (Rule 206(4)-1) under the Investment Advisers Act of 1940 (the Advisers Act). This FAQ takes two positions: A private fund sponsor cannot present gross internal rate of return (gross IRR) without the impact of fund borrowing (including subscription facilities) alongside only the net internal rate of return (net IRR) with the impact of such borrowing.
SEC Announces an Increase in Total Enforcement Actions in FY 2023, with Close to $5 Billion in Financial Penalties, the Second Highest Amount in SEC History | Goodwin - JDSupra
On November 14, 2023, the SEC announced its enforcement results for fiscal year 2023, which ended on September 30, reporting the following key metrics and highlights: 3% increase in number of actions filed. The SEC filed 784 total enforcement actions, representing a 3% increase over the prior year. Of the 784 actions, 501 were original (i.e., “stand-alone”) matters, an 8% increase over the prior year. $4.949 billion in financial remedies.
SEC EXAMS Division Announces 2024 Priorities Ahead Of Schedule
On October 16, 2023, the SEC's Division of Examinations (EXAMS) published its exam priorities for 2024. The timing is notable, with the release coming several months ahead of the typical timeline and only eight months after EXAMS announced its 2023 priorities.
SEC Marketing Rule Enforcement Actions Emphasize Need for Policies and Procedures Regarding the Use of Hypothetical Performance | JD Supra
The US Securities and Exchange Commission (the SEC) announced on September 11, 2023, that it had settled with nine SEC-registered investment advisers (the Advisers) over alleged violations of Rule 206(4)-1 under the Investment Advisers Act (the Marketing Rule) and the corresponding provisions of the books and records requirements in Rule 204-2(a)(11) under the Act as a result of their use of hypothetical model or backtested performance returns on their public websites in the absence of...
SEC Sends Second Message to Private-Fund Sponsors on Audit Obligations Under Custody Rule Through Enforcement Actions | JD Supra
On September 5, 2023, almost one year since its first flurry of similar Custody Rule actions, the SEC announced settlements with five SEC-registered investment advisers to private funds with respect to alleged violations of Rule 206(4)-2 under the Investment Advisers Act of 1940 (the Custody Rule) and related Form ADV violations.
SEC’s Division of Examinations Sheds Light Regarding Exam Selection and Scoping | JD Supra
On September 6, 2023, the staff of the US Securities and Exchange Commission’s (the “SEC”) Division of Examinations (the “Division”) issued a risk alert describing how it selects investment advisers for examination and the scope of risk areas on which to focus.
SEC Announces the First Enforcement Action under the New Marketing Rule | JD Supra
The U.S. Securities and Exchange Commission (the “SEC”) announced on August 21, 2023 that it has settled with a FinTech registered investment adviser (the “Adviser”) that offers multiple investment strategies, including a crypto strategy, through its mobile app, for more than $1 million to resolve allegations that it, among other things, advertised misleading hypothetical performance projections in its marketing materials.
SEC Adopts Expansive (Albeit Slightly Softened) Private Funds Rules | JD Supra
Today, the SEC (U.S. Securities and Exchange Commission) has adopted the much anticipated so-called “Private Funds Rules” under the Investment Advisers Act of 1940 (the “Advisers Act”).1 The Private Funds Rules will impact not just SEC-registered investment advisers but also exempt reporting advisers, state-registered investment advisers and other unregistered investment advisers.
SEC Announces Focus Areas for Next Stage of Marketing Rule Exams | JD Supra
On June 8, 2023, the Division of Examinations (EXAMS) of the Securities and Exchange Commission (the SEC) published a Risk Alert regarding its priorities for the next stage of examinations with respect to Rule 206(4)-1 (the Marketing Rule).1 EXAMS’ additional stated priorities are: (i) “testimonials” and “endorsements”; (ii) third-party ratings; and (iii) accurate completion of the new “Marketing Activities” sub-item on Form ADV.
New Form PF Current and Quarterly Event Reporting and Expanded Large Private Equity Fund Adviser Reporting Adopted By SEC | JD Supra
On May 3, 2023, the Securities and Exchange Commission (the SEC) adopted important amendments to Form PF, the systemic risk reporting form for private fund advisers registered with the SEC, that would require (i) new “quarterly event” reporting for all private equity fund advisers regarding certain events (including adviser-led secondary transactions), (ii) expanded reporting for “large private equity fund advisers,” and (iii) new “current” reporting for “large hedge fund advisers.”[1] New...
SEC Proposes Radical Transformation of Custody Rule Into New Safeguarding Rule | JD Supra
On February 15, 2023, the Securities and Exchange Commission (the “SEC”) proposed a significant transformation of Rule 206(4)-2 (the “Custody Rule”) under the Investment Advisers Act of 1940 (the “Advisers Act”) into a new Rule 223-1 under the Advisers Act (the “Safeguarding Rule”) applicable to SEC-registered investment advisers.1 The proposed Safeguarding Rule would, among other things: Broaden the rule to cover all client assets (and not just funds and securities), including, among other...
Private Fund Sponsors Remain in Spotlight of the SEC’s Examination Priorities | JD Supra
On February 7, 2023, the Division of Examinations (“EXAMS”) of the Securities and Exchange Commission (“SEC”) issued its examination priorities for 2023 reflecting a continued focus on SEC-registered private fund sponsors.
Exempt Reporting Advisers Faced Significantly More SEC Enforcements in 2022 | JD Supra
The Securities and Exchange Commission (SEC) brought an unusually high number of enforcement actions against exempt reporting advisers in 2022 — that appears to be more than the prior three years combined and a record number for a single year. This uptick in SEC enforcement activity should serve as a reminder for exempt reporting advisers of the regulatory risks they face under the Investment Advisers Act of 1940 (Advisers Act) and other aspects of the federal securities laws.
SEC Staff Issues Important New Guidance on Presentation of Investment-Level Performance Under the Marketing Rule | JD Supra
On January 11, 2023, the staff of the Division of Investment Management at the US Securities and Exchange Commission (“SEC Staff”) updated their Marketing Rule FAQs. A new FAQ appears to impose the net performance presentation requirement at the investment-level (and not just the portfolio-level) under the amended Rule 206(4)-1 under the Investment Advisers Act of 1940 (the new “Marketing Rule”).
SEC EXAMS Division Issues Reg. S-ID Risk Alert | JD Supra
The SEC Division of Examinations recently published a risk alert summarizing observations from exams of registered investment advisers and broker-dealers related to compliance with Reg. S-ID, which is generally designed to protect and prevent retail customers from identity theft and financial loss. Reg.
SEC Adopts Proxy Reporting Rule And Form Amendments
The Securities and Exchange Commission (SEC) recently adopted, in a 3-2 vote, rule and form amendments impacting proxy disclosures reporting on Form N-PX (the "amendments"). The amendments that are applicable to mutual funds, ETFs, and other management investment companies registered under the Investment Company Act of 1940 (collectively, "funds") will require enhanced disclosures on Form N-PX.
SEC Adopts Proxy Reporting Rule and Form Amendments | JD Supra
The Securities and Exchange Commission (SEC) recently adopted, in a 3-2 vote, rule and form amendments impacting proxy disclosures reporting on Form N-PX (the “amendments”). The amendments that are applicable to mutual funds, ETFs, and other management investment companies registered under the Investment Company Act of 1940 (collectively, “funds”) will require enhanced disclosures on Form N-PX.
SEC Sends Message to Private Fund Sponsors on Audit Obligations Under Custody Rule Through Enforcement Actions | JD Supra
On September 9, 2022, the SEC announced settlements with nine SEC-registered investment advisers to private funds with respect to alleged violations of Rule 206(4)-2 under the Investment Advisers Act of 1940 (the “Custody Rule”) and related Form ADV violations.[1] Specifically, these settlements included three types of violations: (i) the failure to have a private fund audited in accordance with the annual audit exemption under the Custody Rule, (ii) the failure to timely deliver the audited...
SEC Proposes ESG Disclosure Rules for Investment Advisers and Investment Companies | JD Supra
June 2, 2022 Daniel Ji, Justin Kanter, William Lane, Gregory Larkin, Brynn Peltz, Danielle Reyes, Andrew Zutz Goodwin + Follow x Following x Following - Unfollow Contact To embed, copy and paste the code into your website or blog: On May 25, 2022, the U.S. Securities and Exchange Commission (the “SEC”) proposed a package of new rules to address and enhance investor disclosure practices, and related policies and procedures, regarding Environmental, Social and Governance (“ESG”) investment...
SEC’s Division of Examinations Issues Risk Alert Regarding MNPI and Code of Ethics Compliance | JD Supra
On April 26, 2022, the U.S. Securities and Exchange Commission’s (“SEC”) Division of Examinations (“EXAMS”) issued a risk alert concerning deficiencies related to Section 204A of the Investment Advisers Act of 1940 (“Advisers Act”) regarding: 1) the protection of material non-public information (“MNPI”) related to the use of alternative data, value-add investors, and expert networks; and 2) compliance with Rule 204A-1 (the “Code of Ethics Rule”), which requires, among other things, the...
CFPB Announces Supervision of Nonbanks and Seeks Comment on Risk-Determination Procedures | JD Supra
Regulatory Developments CFPB Announces Supervision of Nonbanks and Seeks Comment on Risk-Determination Procedures On April 25, the CFPB announced its intention to supervise nonbanks, including fintechs, whose activities the CFPB has reasonable cause to determine pose risk to consumers.
Newly Appointed Federal Watchdogs Warn they are Focused on Private Funds | JD Supra
Private funds can draw lessons about how to prioritize their compliance efforts and practices in response to a series of warnings by newly-appointed federal regulators of increased scrutiny, regulation, and enforcement activity.
Spotlight to Get Brighter on Private Fund Advisers for SEC Exams in 2022 | JD Supra
On March 30, 2022, the Division of Examinations (“EXAMS”) of the U.S. Securities and Exchange Commission (the “SEC”) placed private funds at the top of its examination priorities for 2022, displacing a focus on the protection of retail investors that had been the first-named examination priority in every priorities release since 2015.[1] This expected focus on private funds in examinations echoes the other activity at the SEC under Chair Gensler, particularly in the first quarter of 2022,...
SEC Cybersecurity Rules Target Investment Advisers and Investment Companies | JD Supra
On February 9, 2022, the U.S. Securities and Exchange Commission (“SEC”) proposed a package of new rules and amendments to enhance cybersecurity preparedness and improve cyber resilience of investment advisers and investment companies against cybersecurity threats and attacks. If adopted, these rules will incorporate existing SEC staff guidance on cybersecurity policies and procedures, and create new requirements for reporting cybersecurity incidents.
SEC Proposes Radical Changes To Private Fund Regulation
United States: SEC Proposes Radical Changes To Private Fund Regulation 11 February 2022 by Gregory Larkin , Brynn Peltz , Cynthia Wells , Daniel Ji and Justin Kanter Goodwin Procter LLP To print this article, all you need is to be registered or login on Mondaq.com.
SEC Proposes Radical Changes to Private Fund Regulation | JD Supra
On February 9, 2022, the U.S. Securities and Exchange Commission (the “SEC”) proposed a package of new rules and amendments that will significantly affect all private fund advisers, including those that are not registered with the SEC under the Investment Advisers Act of 1940 (the “Advisers Act”).
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